LICENSE.txt

                    License Agreement for SAS Technology

PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT 
("AGREEMENT"). BY ACCEPTING THIS AGREEMENT AND/OR USING THE SAS IP, AS DEFINED 
BELOW, YOU, ON BEHALF OF CUSTOMER, AS DEFINED BELOW, ARE AGREEING TO THESE TERMS 
AND SAS INSTITUTE INC. (“SAS”) WILL AUTHORIZE YOU TO DOWNLOAD THE SAS IP. YOU 
REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND CUSTOMER TO THIS 
AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT 
ACCEPT THIS AGREEMENT OR ATTEMPT TO DOWNLOAD THE SAS IP.

1. DEFINITIONS.
  1.1. “API” means any application programming interface provided or made 
    available by SAS to Customer.
  1.2.“Customer” means the individual, company or institution that has licensed 
    software from SAS under a separate software license agreement (“Software 
    License Agreement”) with which a Customer Application (as defined below) 
    will interconnect.
  1.3. “Customer Application” means an application developed by Customer which 
    incorporates or makes use of any SAS IP.
  1.4.“Documentation” means any documentation or materials provided or made 
    available by SAS to Customer under this Agreement, including documentation 
    and materials describing an API or SDK.
  1.5.“SAS Product” means any of SAS’ software, services or subscription 
    products licensed to Customer under a Software License Agreement.
  1.6. “SAS IP” means the APIs, SDKs, Documentation, and any other intellectual 
    property made available by SAS under or in connection with this Agreement.
  1.7. “Redistributable Code” means any sample software in object code format 
    provided or made available by SAS to Customer under this Agreement.
  1.8. “Sample Code” means any sample software in source code format provided or 
    made available by SAS to Customer under this Agreement.
  1.9.“SDK” or “Software Development Kits” means the contents in the SAS 
    developer portal (developer.sas.com) or any file or other media provided or 
    made available by SAS to Customer under this Agreement, including the API, 
    Documentation, Redistributable Code, and Sample Code.
2. LICENSE AND RESTRICTIONS.
  2.1.Subject to Customer’s compliance with this Agreement, SAS grants to 
    Customer a non-exclusive, nontransferable, limited license to: i) internally
    use the APIs or SDKs in accordance with the Documentation solely to develop 
    and test the Customer Applications that are capable of interconnection with 
    SAS Product(s); ii) reproduce and internally modify the Sample Code solely 
    as a component of the Customer Application; iii) reproduce the 
    Redistributable Code solely as a component of the Customer Application; iv) 
    distribute the Sample Code and Redistributable Code only in object code 
    format (unless object code format is not technically feasible) solely as a 
    component of the Customer Application. In no event shall the API be exposed 
    to any third party, including, but not limited to users of the Customer 
    Application.
  2.2. SAS and its third party licensors own all right, title and interest in 
    all SAS IP and all intellectual property embodied therein. All rights in and 
    to the SAS IP not expressly granted to Customer in this Agreement are reserved 
    by SAS. Customer acknowledges that nothing in this Agreement gives Customer 
    the right to use any trademark, trade name or service mark of SAS, or any 
    third party from whom SAS has acquired license rights.
  2.3. This is a limited license. Customer shall not, and shall not allow any 
    other person or entity to: i) remove or alter any copyright notices or other 
    proprietary legends contained in any SAS IP or related documentation; ii) 
    disassemble, decompile, or reverse engineer any SAS IP; iii) modify, 
    translate, or create any derivative work of any SAS IP except as expressly 
    licensed herein; iv) disclose any portion of the SAS IP to any person except 
    to Customer’s employees and contractors who are required to use such SAS IP 
    in order for Customer to develop and distribute the Customer Application as 
    expressly licensed; or v) use any SAS IP in violation of any law or 
    regulation. Customer shall not use, or allow any other person or entity to 
    use, any SAS IP: i) to extract or derive information from any SAS Product to 
    any product or service other than the Customer Application; ii) for the 
    purpose of investigating, supporting, threatening or filing any intellectual 
    property infringement claim against SAS or its affiliates; or iii) for the 
    purpose of developing or using an offering or product directly or indirectly 
    competing with a SAS Product. Customer’s failure to comply with the 
    prohibitions contained in this Subsection 2.3 constitutes a breach of this 
    Agreement with respect to the SAS IP at issue. Due to the nature of the 
    property that is the subject of this Agreement, SAS shall have the right to 
    seek equitable relief to enforce any right arising hereunder or to prevent 
    or cure any breach of any obligation undertaken, without in any way 
    prejudicing any available legal relief. Such equitable relief may include, 
    but is not limited to, the seeking of a temporary or permanent injunction, 
    restraining order or order for specific performance, and may be sought in 
    any appropriate court, with or without prior notice, depending on the 
    circumstances. It is expressly agreed that the obligations of this paragraph 
    survive any termination of this Agreement. Customer shall promptly notify 
    SAS of any known or suspected use of any SAS IP in breach of this Agreement.
  2.4.Customer shall not make any representation or any express or implied 
    warranty to third parties (including, without limitation, to any end users) 
    on behalf of SAS.
  2.5. In the event Customer uses the SAS IP in conjunction with any Open Source 
    Programs, Customer must ensure that such use does not (a) grant, or purport 
    to grant, any rights to SAS’ intellectual property rights in the SAS IP; 
    (b) in any way restrict, or purport to restrict, SAS’ abilities to protect 
    its intellectual property rights in the SAS IP; or (c) create, or purport to 
    create, any obligations by SAS with respect to the SAS IP. By way of example 
    and not of limitation, Customer may not develop a software application which 
    contains code from the SAS IP and Open Source Programs, including but not 
    limited to libraries, if the Open Source Program license requires any 
    modifications or combinations to be made freely available. “Open Source 
    Programs” refers generally to software programs which are available for use, 
    modification and distribution without charge.
  2.6. It is the sole responsibility of the Customer to maintain the privacy of 
    Customer’s data.
  2.7. If Customer provides any feedback to SAS concerning any SAS IP or SAS 
    Product (including potential improvements), Customer hereby grants to SAS a 
    non-exclusive, royalty free, perpetual right to use such feedback at SAS’ 
    discretion.
3. TERM AND TERMINATION.
  3.1. All terms and conditions of this Agreement shall remain in full force and 
    effect and apply in perpetuity, unless the Customer’s license to use the SAS 
    IP is terminated in accordance with this Section or Customer’s license to 
    the SAS Product with which the Customer Applicaton interconnects is 
    terminated or expires.
  3.2. Either party may terminate this Agreement upon thirty (30) calendar days 
    written notice to the other party.
  3.3. SAS may terminate this Agreement and Customer's license to all SAS IP 
    immediately (a) if Customer breaches any provision of this Agreement; or 
    (b) if Customer asserts any claim of intellectual property infringement 
    against SAS. In such event, SAS will notify Customer that Customer is not 
    licensed to access and/or use the SAS IP.
  3.4. Upon termination, Customer’s right to use and possess any SAS IP shall 
    immediately cease and Customer shall return or destroy all copies thereof. 
    Customer shall provide written certification signed by an officer of 
    Customer that all copies of the SAS IP have been returned or destroyed and 
    that Customer has retained no copies. Termination does not affect any end 
    user’s rights to continue to use the Customer Application distributed prior 
    to the effective date of termination, provided, and only so long as, 
    Customer maintains a valid license to the SAS Product with which the 
    Customer Applicaton interconnects.
  3.5. Notwithstanding termination, all terms and conditions of Sections 1, 2, 
    and 5-10 shall survive in perpetuity. Termination of this Agreement and 
    Customer’s right to access, use and/or possess any SAS IP shall not limit 
    the remedies otherwise available to either party, including injunctive 
    relief.
4. DELIVERY, SUPPORT.
  4.1.SAS will make available for download a copy of those portions of the SAS 
    IP which SAS, using reasonable discretion, deems necessary for Customer to 
    develop the Customer Application. SAS may, in its sole discretion, provide 
    replacements, updates, or modifications, for any portion of the SAS IP 
    during the term of this Agreement (“Updated IP”). Customer will ensure that, 
    prior to commercially releasing any version of any Customer Application, 
    that version of the Customer Application will be fully compatible with the 
    most recent Updated IP, if any.
  4.2.If requested by Customer, SAS may provide support for use of the SAS IP 
    for developing Customer Applications as set forth in an separate 
    professional services agreement to be executed by the Customer. All such 
    support is subject to SAS’ standard professional services terms and fees. 
    SAS will have no other support or service obligations except as set forth 
    in such professional services agreement.
5. CONFIDENTIALITY.
  5.1. The term “Confidential Information” means any trade secrets or other 
    information of a party, whether of a technical, business, or other nature 
    (including, without limitation, information relating to a party’s 
    technology, software, products, services, designs, methodologies, business 
    plans, finances, marketing plans, customers, prospects, or other affairs), 
    that is disclosed to a party during the term of this Agreement and that such 
    party knows or has reason to know is confidential, proprietary, or trade 
    secret information of the disclosing party. The SAS IP is the Confidential 
    Information of SAS. Confidential Information does not include any 
    information that the receiving party can show: i) was known to the receiving 
    party prior to receiving the same from the disclosing party in connection 
    with this Agreement; ii) is independently developed by the receiving party 
    without use of or reference to the Confidential Information of the 
    disclosing party; iii) is acquired by the receiving party from another 
    source without restriction as to use or disclosure; or iv) is or becomes 
    part of the public domain through no fault or action of the receiving party.
  5.2.During and after the term of this Agreement, each party will: i) use the 
    other party’s Confidential Information solely for the purpose for which it 
    is provided (in Customer’s case, solely for the purpose of developing the 
    Customer Applications); ii) not disclose the other party’s Confidential 
    Information to a third party unless the third party must access the 
    Confidential Information to perform in accordance with this Agreement and 
    the third party has executed a written agreement that contains terms that 
    are substantially similar to the terms contained in this Section 5; and iii) 
    protect the other party’s Confidential Information from unauthorized use and 
    disclosure to the same extent (but using no less than a reasonable degree of 
    care) that it protects its own Confidential Information of a similar nature.
  5.3. If either party is required by law to disclose the Confidential 
    Information or the terms of this Agreement, the disclosing party will use 
    reasonable commercial efforts to give prompt written notice of such 
    requirement before such disclosure (to the extent not prohibited by law) and 
    assist the non-disclosing party in obtaining an order protecting the 
    Confidential Information from public disclosure.
  5.4.Upon the termination or expiration of this Agreement, or upon earlier 
    request, each party will deliver to the other all Confidential Information 
    that they may have in their possession or control.
  5.5.The obligations in this Section 5 are in addition to, and supplement, each 
    party’s obligations of confidentiality under any nondisclosure or other 
    agreement between the parties containing nondisclosure obligations.
6. WARRANTY DISCLAIMER.
  SAS AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING 
  WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A 
  PARTICULAR PURPOSE, OR ARISING AS A RESULT OF CUSTOM OR USAGE IN THE TRADE OR 
  BY COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SAS 
  AND ITS LICENSORS DO NOT WARRANT OR REPRESENT THAT THE SAS IP WILL RESULT IN 
  COMPLIANCE, FULFILLMENT OR CONFORMITY WITH THE LAWS, RULES, REGULATIONS, 
  REQUIREMENTS OR GUIDELINES OF ANY GOVERNMENTAL AGENCY. SAS’ LICENSORS PROVIDE 
  THEIR SOFTWARE “AS IS.” THE SAS IP AND ALL INTELLECTUAL PROPERTY MADE 
  AVAILABLE BY SAS OR ITS LICENSORS UNDER OR IN CONNECTION WITH THIS AGREEMENT 
  ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.
7. SAS INDEMNIFICATION.
  7.1. SAS will indemnify, defend and hold Customer harmless, at SAS’s expense, 
    from and against any action brought or allegation made against Customer to 
    the extent that it is based upon a claim that any SAS IP, as provided by SAS 
    and used within the scope of this Agreement, infringes any copyright, trade 
    secret, U.S. patent or other third party proprietary right, and will pay all 
    costs, damages and reasonable attorneys' fees attributable to such claim 
    that are finally awarded against Customer. SAS’s obligations hereunder are 
    contingent on: i) Customer notifying SAS in writing promptly after Customer 
    becomes aware of a claim or the possibility thereof; ii) Customer granting 
    SAS sole control of the settlement, compromise, negotiation, and defense of 
    the claim; and iii) Customer providing good faith cooperation and reasonably 
    requested information for the defense of the claim.
  7.2. The foregoing indemnity shall not apply to any claim that arises from: 
    i) modifications to the SAS IP made by anyone other than SAS; ii) Customer’s 
    use of any SAS IP in conjunction with any application, including but not 
    limited to the Customer Application, or system where use with such 
    application or system gave rise to the claim; iii) any use of the SAS IP 
    with software or systems other than a Customer Application; iv) use of other 
    than the most current, unaltered Updated IP if such claim would have been 
    avoided by the use of such Updated IP; and (v) compliance by SAS with 
    designs, plans or specifications furnished by or on behalf of Customer where 
    such compliance gave rise to the infringement claim.
  7.3. SAS shall not be liable for any settlement made by Customer, without 
    SAS’s advance written approval, or for any award from any action in which 
    SAS was not granted control of the defense. The obligations contained in 
    this Section 7 will survive termination of this Agreement. This Section 
    states SAS’ entire liability and Customer’s exclusive remedy for any claim 
    of infringement of intellectual property of any kind.
8. CUSTOMER INDEMNIFICATION.
  Customer will indemnify and defend SAS against, and hold SAS harmless from, 
  any and all liabilities, claims, costs, expenses or damages of any nature 
  (including reasonable attorney fees and expenses of litigation) to the extent 
  arising out of or relating to disputes or legal actions brought by an 
  unrelated third party concerning the Customer Application. The obligations 
  contained in the preceding sentence will survive termination of this 
  Agreement. This Section does not apply to any cost or damage attributable to 
  to a claim for which SAS has an obligation to indemnify Customer as set forth 
  in Section 7.
9. LIMITATION OF LIABILITY.
  9.1. NEITHER CUSTOMER, SAS, NOR SAS’ LICENSORS ARE LIABLE FOR SPECIAL, 
    INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR RELIANCE DAMAGES (ARISING 
    IN TORT, CONTRACT OR OTHERWISE), EVEN IF THEY HAVE BEEN INFORMED OF THE 
    POSSIBILITY OF SUCH DAMAGES. NEITHER SAS NOR SAS’ LICENSORS ARE LIABLE FOR 
    ANY CLAIM AGAINST CUSTOMER BY A THIRD PARTY RELATING TO USE OF THE SAS IP, 
    EXCEPT AS SET FORTH IN SECTION 7. SAS’ LICENSORS ARE NOT LIABLE FOR DIRECT 
    DAMAGES (ARISING IN TORT, CONTRACT OR OTHERWISE) AND DISCLAIM ANY LIABILITY 
    CONNECTED WITH USE OF THE SAS IP. THE PARTIES MAKE THESE EXCLUSIONS IN 
    CONSIDERATION OF THE FEES PAID AND LICENSES GRANTED UNDER THIS AGREEMENT.
  9.2. THE TOTAL AMOUNT COMPANY MAY RECOVER FOR ALL CLAIMS RELATING TO THIS 
    AGREEMENT IS LIMITED IN THE AGGREGATE TO ONE HUNDRED DOLLARS ($100.00).
  9.3. To the extent that any applicable law limits or does not allow 
    limitations of liability or exclusions for incidental or consequential 
    damages, the provisions of this Section shall apply to the maximum extent 
    permitted by applicable law.
  9.4. This Section does not apply to the indemnification obligations in 
    Sections 7 and 8, breach of the confidentiality obligatons in Section 5 or 
    to either party’s violation of the other’s intellectual property rights.
10. GOVERNING LAW; EXPORT AND IMPORT RESTRICTIONS.
  10.1. Governing Law. Both parties agree to the application of the laws of the 
    State of North Carolina to govern, interpret, and enforce all of Customer’s 
    and SAS’ respective rights, duties, and obligations arising from, or 
    relating in any manner to, the subject matter of this Agreement, without 
    regard to conflict of law principles. The parties expressly agree to exclude 
    from this Agreement the United Nations Convention on Contracts for the 
    International Sale of Goods.
  10.2. EXPORT/IMPORT RESTRICTIONS. SAS hereby notifies Customer that the SAS IP 
    is of United States of America (“United States”) origin and United States 
    export laws and regulations apply to the SAS IP. Both SAS and Customer agree 
    to comply with these and other applicable export and import laws and 
    regulations. Customer’s compliance obligations include ensuring (a) that 
    there is no access, download, export, re-export, import, or distribution of 
    the SAS IP or any underlying information, technology or data except in full 
    compliance with all laws and regulations of the United States and in full 
    compliance with any other applicable laws and regulations; and (b) 
    compliance with restrictions of countries other than the United States 
    related to exports and imports. United States export classification 
    information for SAS software can be found at SAS’ Export Compliance website 
    located at http://support.sas.com/adminservices/export.html. By accepting 
    the Agreement and using and/or, if authorized, downloading the SAS IP, 
    Customer agrees to the foregoing and represents and warrants that (i) 
    neither Customer nor any User, as defined in the Software License Agreement, 
    is a party to whom the United States prohibits access to the SAS IP; (ii) 
    neither Customer nor any User is located in, under control of, or a national 
    or resident of any country to which export of the SAS IP is restricted by 
    laws of the United States or other applicable laws and regulations, 
    including E:1 countries (currently Cuba, Iran, North Korea, Syria, and 
    Sudan); (iii) neither Customer nor any User will use the SAS IP in 
    activities directly or indirectly related to the proliferation of weapons of 
    mass destruction; (iv) neither Customer nor any User will share access to 
    the SAS IP with a party identified in this paragraph; and (v) neither 
    Customer nor any User shall further export the SAS IP without a license or 
    other authorization from the United States.
11. GENERAL.
  11.1. Severability. If a court of competent jurisdiction finds any part of 
    this Agreement unenforceable, that part shall be excluded, but the remainder 
    of this Agreement shall remain in full force and effect.
  11.2. No Waiver. Failure to require compliance with a part of this Agreement 
    is not a waiver of that part. Nothing in this Agreement waives any remedy 
    SAS may have under this Agreement at law, in equity, or otherwise.
  11.3. Non-assignment. Customer may not assign this Agreement or any of its 
    rights or obligations hereunder whether voluntarily or involuntarily, and 
    whether by means of merger, consolidation, sale of assets, dissolution, 
    operation of law, or by any other manner, without SAS’ written permission, 
    which permission will not be unreasonably withheld. Any purported assignment 
    in violation of this Section 11.3 is void and constitutes a material breach 
    of this Agreement.
  11.4. Audit. Upon fifteen (15) business days’ notice to Customer, SAS will 
    have the right to conduct an on- site audit during Customer’s normal 
    business hours to verify compliance with the terms and conditions of this 
    Agreement. Customer shall cooperate with SAS by: (a) making applicable 
    records available; (b) providing copies of the records requested; and (c) 
    directing all agents to cooperate. If the audit reveals that Customer owes 
    additional license fees, Customer shall pay the amounts owed and SAS’ 
    reasonable expenses in conducting the audit.
  11.5. Injunctive Relief. Breach of SAS' or SAS’ Licensors’ intellectual 
    property rights will lead to damages not adequately remedied by an award of 
    money; therefore, SAS may protect those intellectual property rights through 
    temporary restraining orders or injunctions, without the obligation of 
    posting bond.
  11.6. English Language. The parties acknowledge that they have agreed that 
    this Agreement and all notices and documents relating hereto shall be drawn 
    up in the English language and that nothing herein shall be construed 
    against the drafter of this Agreement based solely on the choice of 
    language.
12. COMPLETE AGREEMENT; MODIFICATIONS. 
  This Agreement is the parties' complete and exclusive statement relating to 
  their subject matter. No modifications to this Agreement will be accepted. 
  Additional or conflicting terms on current or future Customer or third party 
  purchasing documents are expressly objected to and rejected. The individual 
  accepting this Agreement by clicking “I agree” represents that he or she has 
  authority to bind Customer to this Agreement.

SAS and all other SAS Institute Inc. product or service names are registered 
trademarks or trademarks of SAS Institute Inc. in the USA and other countries. 
® indicates USA registration. Other brand and product names are trademarks of 
their respective companies.
LGL4446/07May19